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Structuring Options for ESOP Transactions: Advanced Techniques for ERISA Counsel and Plan Sponsors

Addressing Regulatory Obstacles, Financing Alternatives, Warrants, Clawbacks, Earn-outs and Other Planning Options

Recording of a 90-minute premium CLE webinar with Q&A

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Conducted on Tuesday, September 25, 2018

Recorded event now available

or call 1-800-926-7926

This CLE course will provide ERISA counsel and plan sponsors guidance on advanced structuring techniques for ESOP transactions. The panel will discuss options for counsel and plan sponsors pursuing ESOP transactions to address complex legal obstacles, the use of warrants and clawbacks, financing alternatives, and other items to consider in ESOP transaction planning.


A variety of transaction planning methods for employee stock ownership plans (ESOP) are available to plan sponsors and fiduciaries to address specific needs while also meeting regulatory requirements. Knowledge of advanced transaction structures will allow ERISA counsel to develop the most effective methods for an ESOP transaction inclusive of alternatives to achieve the goals and objectives of the parties involved.

An ESOP can be a useful financing and acquisition tool in addition to the tax and employee benefits it provides. The DOL heavily scrutinizes the design and structure of ESOP transactions with significant oversight. Examination of ESOP transactions by regulatory authorities involves a thorough review of the financial structure of the deal, any value adjustments after that, and potential conflicts of interest leading to a breach of fiduciary duties. To achieve the objective of an ESOP transaction and acquire the advantages thereof, counsel must consider all available options in accord with federal rules and regulations.

Advanced structuring alternatives for ESOP transactions involve a careful analysis of the key objectives of shareholders and plan sponsors, available financing options, the use of incentive arrangements for management, clawbacks, earn-outs, and other provisions essential to structuring the ESOP transaction.

Listen as our panel discusses rules and regulations impacting ESOP transactions, DOL guidance, financial structuring alternatives, options for post-transaction adjustments, and other critical issues associated with structuring ESOP transactions.



  1. Overview of regulations and DOL guidance concerning ESOP transactions
  2. Financial structuring options for ESOP transactions
  3. The use of clawbacks and earn-outs in post-transaction adjustments
  4. Management incentive plan options
  5. Key provisions for ESOP transaction agreements


The panel will review these and other crucial issues:

  • Recognizing DOL standards for fiduciaries in ESOP transactions
  • Financing options for ESOP transactions
  • Post-transaction price adjustments and the use of clawbacks and earn-outs
  • Incentive plan options for management and key employees
  • Key terms and provisions of ESOP transactions
  • Proper documentation of valuation reports and transaction agreements


Johanson, David
David R. Johanson

Senior Partner
Hawkins Parnell & Young

Mr. Johanson assists clients in general corporate matters and in employee ownership, benefit, ERISA, and related...  |  Read More

Watson, Roberta
Roberta Casper Watson

The Wagner Law Group

Ms. Watson focuses on ERISA and employee benefits. She concentrates on a wide array of areas including, pension and...  |  Read More

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